Unexpected Darkness
by Wildmuttpuppy
Summary: Story made by me and Magiccatprincess After a lucky shot from Zombozo, Gwen, Kevin, and Rook have to go inside Ben's mind to wake him up from a never ending nightmare.
1. Chapter 1

Disclaimer: We don't own Ben 10.

Chapter 1.

Same old Bellwood...

Gwen doubted that her home town would ever really change, but this was a bit extreme. She and Kevin were visiting Bellwood while on break from college and naturally had decided to hang out with Ben and Rook at Mr. Smoothies.

Just like old times.

It was nice to see how Ben and Rook acted around each other now that they were dating. It wasn't that different from before actually. Which was nice.

Of course just like old times, the group had to be attacked as well.

They were just enjoying their smoothies and having small talk when Zombozo and the Circus Freak Trio attacked them.

Which was what started this fight.

Needlessly to say they had been quick to jump into action. Gwen had taken on ThumbSkull, Rook was fighting Zombozo, Kevin was battling Frightwing, and Ben was fighting the toughest one of the circus freaks, Acid Breath.

"Hey Kev! Heads up!" Ben shouted now in his Wildvine form. He threw Acid Breath towards Kevin who quickly transformed his arm into a metal baseball bat and swung it.

"Home run!" Kevin cried watching the mutant land a couple of feet away.

Wildvine smirked, walking over to the now unconscious villain. "Two words dude." He said informed Acid Breath. "Breath, mint."

Zombozo, who had been paying close attention to Ben since the fight began grinned. This was what he'd been waiting for. "Frightwing now!" He cried only just dodging a blow Rook's fist.

Using her long hair Frightwing pulled out a rather large, blue lazer gun and fired.

Rook saw what happened, but he was too far away from the Frightwing to do anything.

"BEN LOOK OUT!"

Wildvince heard Rook's shout and whirled around ready to attack who ever snuck up behind. Too late did he see the dark blue laser gun in Frightwing's hand. He hadn't expected such a thing from Zombozo's goons. Using guns just wasn't their style.

A black ray shot out of it the gun, hitting Wildvine right in the chest. Less that a second later the Omnitrix made that dreaded beeping sound that it always did when its' owner suffered too much damage to remain in one form, and Ben turned back to normal and fell to the floor in an unconscious heap.

"Ben!" Gwen cried about to run to her cousin's side but stopping when she saw the Frightwing was now aiming the gun at her.

Frightwing would have hit Gwen with the ray had Kevin not pulled her down by her hair and ripped the lazer gun from her hands.

Looking at the gun Kevin frowned at its' odd shape. He didn't recognize the logo on it, which was odd because he knew them all. Zombozo must have made this one himself. "What kind of lazer gun is this?" He wondered to himself.

For a moment Rook's eyes stayed on only his unconscious boyfriend. When he snapped out of his shocked daze his eyes had narrowed in an almost feral sort of anger.

Growling Rook grabbed Zombozo by his collar and slammed him into the nearest building wall. "What did you do to him!" Rook hissed.

Zombozo just smirked at the Revonahgander, the twisted smile on his face gave him a somewhat deranged look. "I wonder what heroes dream off..." The clown whispered and Rook cringed at the smell of Zombozo's breath.

The clown glanced past Rook's shoulder so he wink at Kevin. "I'm sure he must have seen his fair share of _monsters."_

Suddenly smoke came from the flower on Zombozo's chest and filled the entire area.

Zombozo and his goons were gone when the smoke cleared.

"Brallada." Rook growled, glaring in the direction the mad clown must have gone of to.

Behind him Kevin nodded in agreement.

"Ben!"

Gwen's worried cry got both men to rush to the anidote's side.

The redhead was on her knees in the sand, Ben's head craddled on her lap.

Ben didn't have any visible injuries, but his eyes were clenched shut and his face twisted into a grimace. Something was obviously wrong with the hero.

Gwen shared a worried look with her companions. "We have to get him to the HQ." Grandpa Max would know what to do.

"Agreed." Rook nodded stepping forward. He bent down and carefully lifted Ben into his arms "Gwen, can you drive for me?"

Nodding, Gwen got to her feet. "Sure."

"I'll take my car and be right behind you." Kevin told them rushing to his own car while the others raced to the proto-truck. Time was of essence with these sort of things.

**Ben-10-Omniverse.**

Ben's condition had worsened by the time they reached Plumber HQ. He had paled every once in a while he'd let short quiet groans.

They'd put Ben on the exam table in the med lab and Rook, Gwen, Kevin and grandpa Max were all anxiously waiting for Bluckic and Driba to inform them of the resuts of Ben's scan.

"Well," Max spoke up when Driba turned away from the computer screen. "do you know what's wrong?"

"It seems that the ray gun put Ben into a sleep-like coma." Driba answered.

"A very deep sleep-like coma." Bluckic added.

"He's asleep?" Kevin echoed, frowning . "Then why won't he wake up?" His frown deepened when he thought about it. "What kind of lame weapon is that anyway?" He muttered crossing his arms.

Kevin figured that if you'd get one lucky shot at Ben Tennyson that you'd do more than just hit him with a sleep-ray.

Rook stood besides the exam table, gently running his fingers through his boyfriend's messy hair. Ben did not look asleep. Ben had spend multiple nights with Rook in his room at Plumber HQ so Rook knew how Ben looked when resting and this was not it. No one looked that troubled if they were peacefully dream-

Rook's mind flashed what Zombozo had said before fleeing the battlefield.

"Zombozo mentioned something about... wondering what heroes dream about." Rook informed the others. "Something about monsters?" He said no longer sure himself. He had been too furious to really listen to the clown's words.

"Monsters..." Gwen repeated frowning. That did seem to be something Zombozo would like yes. Monsters, phobias, illusions and... "Nightmares!" The redhead suddenly exclaimed.

Kevin stared at her. "What?"

"Zombozo feeds on fear remember?" Gwen clarified, her mind going back to a long phone conversation with her cousin. Ben had been ranting all about 'zombie clowns' and how _not_ afraid of the he had been.

Like she didn't know better. She didn't know anyone who had as epic nightmares as her cousin. Not that she could blame Ben. She had a lot of them to. But then again their childhood had been far from ordinary. Everyone would get nightmares. Even heroes of the universe. "Ever since Ben started doing hero stuff when we were 10 he gets a lot of nightmares." Gwen explained.

"Oh yeah," Kevin snapped his fingers when he remembered something from almost a year ago. "I remember one time he pulled four all nighters in a row."

Max nodded slowly already coming to the same conclusion Gwen had. "So to Zombozo, Ben's fears are an all you can eat buffet."

"Nightmare-ray." Kevin concluded nodding to himself. "Well, I gotta say that definetly sounds better than a sleeping-ray." He winced when Gwen slapped his shoulder.

"Kevin this is serious." The red-head hissed, her green eyes narrowed in worry. "The longer Ben stays like this, how stronger Zombozo gets. We need to wake him up."

Rook could not agree more. "But how do we plan to accomplish that?" The revonahgander questioned without taking his eyes away from the 'sleeping' figuere on the exam table. Ben had already slept throught Gwen's reckless drive to HQ, a red alarm, being carried to the med labs and through all of Bluckic and Driba's prodding.

No one had an immediate answer to that.

At least not un till Gwen suddenly perked up. "I know a spell that might help."

This time Rook did look up. "What does it do?"

"It lets a small group of people go into someone's subconscious mind." Gwen explained, mentally going through the ritual to prepare herself. It was better than staring at Rook's worried expression. Although it was beautiful to see how much he cared for her cousin. "It'll be hard but I think I can send me, you and Kevin into Ben's dream."

"Wouldn't it be easier to send one of us?" Kevin asked already wondering what they'd find in Ben's subconscious.

Gwen shook her head. "We don't know what kind of nightmares could be in there." She quietly reminded the others. "If only one of us goes in without some form of help we may not to be able to wake him up and Ben will be stuck in a world of nightmares."

He'd already expected something like that, but hearing Gwen say it made Rook pause. He looked at Ben, taking in the worry lines and the deep frown on Ben's face. It wasn't natural seeing someone as... Cheerful and confident like Ben, with such a fearful expression.

No. Ben would not stay like that.

Rook would make sure of it.


	2. Chapter 2

Disclaimer: We don't own Ben 10.

Chapter 2.

Half an hour later Gwen, Kevin and Rook were sitting in a circle on the ground in the med bay, surounded by all the candles they had been able to find at Plumber HQ.

Max watched them from where he stood near the exam table. He would stay behind and take care of things there while Gwen would astral project herself, Kevin and Rook into Ben's subconscious.

Closing her eyes Gwen started chanting. "_Gnirb su onti ym nisouc sih souicsnocbus_."

She kept on repeating the words and as she did so her eyes glowing pink.

As he listened to Gwen's words Rook felt his eyes growing heavy. He blinked once, twice and than a closed his eyes for a third time.

When he opened his eyes again Rook found himself somewhere completly different. He, Kevin and Gwen were standing in the middle of a path which had doors on every side of it every three steps. The sky was dark, without stars or moon and for some reason Rook felt a shiver run down his spine.

This dark place could not be Ben's subconscious. Could it?

His doubts faded when Gwen spoke up. "It worked."

"This is what Ben's subconscious looks like?" Kevin asked, having a hard time believing it.

"No," Gwen shook her head. "the doors are supossed to be here, but it's not supossed the be so... So creepy. It's this way because of Zombozo's nightmare-ray."

Kevin looked around, they were on a sand path, but he didn't see where the path started or where it ended. The further he looked the more doors he spotted. Each door looked different than the other. "Alright worked." He stated. "What do we do now?"

"We find Ben." Rook said taking a step forward. The moment he did that an eerie sound filled the air.

Gwen and Kevin shared a worried look. "Are those..."

The group slowly turned around, their jaws dropping open when they saw a group of at least twenty peacocks running towards them. Kevin facepalmed "Peacocks, I figured we'd se some here."

Gwen started to back away as they got closer. "And I'm guessing they're not friendly. Let's go!"

She turned around only to suddenly have clown honk his horn in her face. Letting out a frustrated cry Gwen tried to form mana disks to throw at the clown only- nothing happened. "What the-"

Automaticaly Rook reached for his proto-gun, but he ended up grasping air. "I am unarmed!"

"We're not really here!" Gwen cried out over all the noise the approching peacocks were making and the annoying clown in front of him was making. "We're only astral projections of our true selves!"

"That's just great!" Kevin grunted when the peacocks started picking at their feet.

To make matters worse, shrill manical laughter started echooing throughout the place.

"Run!" Rook cried breaking out into a sprint, Gwen and Kevin quickly following him.

They needed to get out of here.

Rook didn't think twice before opening one of the many doors on the side of the path and running inside, Gwen and Kevin ran in behind him. Rook quickly slams the door shut so the clowns and birds couldn't follow.

Kevin looked around the room they were in, noticing the desks, chalk board, books and the lame educational posters. "...We're in a classroom?"

Gwen reconised this place right away. "Ben's old elementary school. He hated this place."

Kevin raised an eyebrow. "Do I want to know why?" He suddenly gets hit in the face by a dodge ball. "OW!"

On the other side of the room beast versions of Cash and J.T. laughed obnoxiously while they thew more balls. The three of them ducked down behind a few desks.

Gwen looked at the two boys. "Let's just say Ben wasn't really popular before he became a public hero!

"How should we proceed?" Rook asked, wincing when more balls hit the desks they were hiding behind.

"D-oork!" The beast-like bullies moaned. "Come ou-ght!"

Suddenly the balls stopped hitting the desks. Rook, Gwen and Kevin froze, waiting for what would possibly happen next.

"Students," A new demonic voice spoke up.

Surprised by the voice the group slowly sat up to to peek over the desks. There at the front of the classroom stood a tall, skinny woman whith toad skin. "Pop quiz." She said gesturing to the school board. Only a questionmark plus the options A, B and C we're chalked on it. "Who knows the answer?" She asked sounding oddly pleased.

Her small bead-like eyes scanned the classroom. "Tennyson!" The black-haired woman screeched, pointing at Gwen with a bony finger. "Answer the question, and don't come with another ridiculous excuse like being on another weekend trip with your grandfather. I'm sure even a miserable little brat like you can manage making time to study!"

Gwen, who had automaticaly straightened up when the teacher pointed at her, shifted nervously under the woman's cold gaze. She stared at the chalk board, but it only had the options A, B and C written on it. "I... Uh..."

"Hurry up!" The teacher screeched. "If you don't answer correctly you won't be allowed through." She said gesturing to the wooden door behind her that hadn't been there before.

"Gwen, we need to go through that door." Rook exclaimed. "If it's guarded then maybe it might lead us to Ben!"

Gwen glanced over he shoulder to glare at him. "Then you try figuring out the right answer!" She hissed at him.

"No need to." Kevin said cracking his knuckled fully prepared to attack the monsterous teacher.

Hearing this the teacher let out a loud screech. Suddenly her entire body burst into flames that rose to the ceiling. "Answer the question Tennyson!" She screamed at Gwen.

The trio slowly backed away from the burning woman.

"This must be some sort of test for us." Rook realized. "We need to pass or else we will not be able to delve deeper into Ben's subconscious."

"That means that there has to be a right answer." Kevin said. Suddenly there was no space to back into and they found themselves backed against the wall.

"But what?" Gwen wondered. It was getting really hot in the room, making it hard to breath let alone to focuss. This place was by Ben's mind... So what would Ben do? What would Ben do? Ben hated pop quizes like these. Hell, one time he answered all questions with- Gwen's eyes widdened in realization. "C!" She cried.

The flames suddenly went out and the teacher stared at them. "That is, correct. Class dismissed."

When they quickly left the class Rook looked at Gwen couriously. "How did you know the corect answer?"

Gwen smiled. "It's how Ben use to answer multiple choice. It's also how he got through third grade apparently.

Kevin snickered. "Pretty clever." Gwen quickly thought over the stuff they've seen so far. "Okay, so far we ran into clowns, peacocks, bullies, and a pop quiz. Now what else is Ben scared of?"

Rook thought it over, but his train of thought was cut off when he heard something. "Do you hear someones voice?"

Gwen and Kevin listen closely. Kevin got an annoyed look when he realized who's voice it was. "Sounds like Harague. Wait, Ben's scared of Harague?"

"Frustrated might be a better term." Rook answered as they started walking down the path. At least that' what he thought. As the group walked further down the path Harangue 's voice became clearer.

And they could make out what the newscaster was saying.

"_How sick is it that we put our trust into that- that juvenile menace?!"_

The further they got the worse Harangue's comments got.

"_How often does mankind need to suffer for the mistakes of one boy_?"

Harangue's comments got worse, but they also got louder. It was like his the sound was nasty comments were coming from everywhere. From the sky, the ground, left and right.

Everywhere.

"_Ben Tennyson will be the end of our society!"_

"_Tennyson a hero? None of these alien scum would even be attacking us if it wasn't for our so-called 'hero'!"_

The sound was starting to hurt their ears.

"We have to get away!" Kevin shouted, his hands pressed against his ears. He didn't wait for Gwen and Rook to respond. Instead he ran forward and kicked the nearest door open, waited for Gwen and Rook to run in before going in himself.

Gwen rubbed her ears. "Man, I didn't realize Harague's words stung Ben that bad."

Kevin pulled his fingers out of his ears and looked at the room confused. "Uh, what's with the vines everywhere?"

Gwen looks around as well. "Wait a minute, I remember this place. Ben and I came here when the omnitrix was about to-"

"Ben look out!"

The three of them look and see young Ben and Gwen fighting off Wildvines that were attacking them, after shoving Ben out of the way young Gwen got grabbed. "HELP!"

Young Ben quicly stood up. "Gwen! Going hero!" Myaxx, who was trying to fight off a few vines shouted. "Ben no! The self destruct will accelerate!"

"I don't care!"

Gwen gasps when she remembers this moment. "Oh no..."

They watched as Four Arms tried to save young Gwen, but failed at the felt her heart sink to her stomach as she watched him punch the wall in anger while repeating. "It should have been me!"

Gwen bit her lower lip. "I had no idea that's been haunting him all this time..."

For a moment Kevin stared at the scene, he knew Gwen was alright, her older self was standing besides him. But that didn't change what he'd just seen. It didn't change how he felt about it. Kevin clenched his fists and was about to charge forward, but stopped when Gwen put a hand on his shoulder.

"It's just a memory Kevin." Gwen sadly reminded her boyfriend. "We can't change it." She then pointed to something behind 'young' Ben. "Look there's our next door."

They started walking towards the door, Rook slowly trailed after them, his eyes glued to the crying ten-year-old version of his boyfriend. He'd always known Ben did this sort of things at a young age, the same went for Gwen, but to see it like this...

Sometimes it was just too easy to forget how young Ben and Gwen had been when all this started.

Apparantly Kevin had come to same conclussion. "I'm just saying," Kevin said as they walked through the next door. "ten-year-old's should not put themselves in situations like that."

He didn't notice where they were un till Gwen suddenly froze.

"And neither should eleven-year-olds." She knew the memory they found themselves in haunted Kevin and apparantly it still haunted Ben to.

Hearing her words Kevin looked around and paled. Rooks eyes widdened when he spotted the things in front of them. "Oh Brallada."

Both of the monster versions of Kevin glared at them ans started to approach. Kevin groaned in annoyance. "Ah great! Run!"

"What are these things?!" Rook cried only just dodging the larger monster's fist. Tetranite? These monsters looked like mutants of multiple aliens. Rook had read Kevin's file and his eyes grew when he realized exactly who was attacking them.

"Me." Kevin whispered, his face pale and eyes wide in horror. "Ben's afraid of... Me?"

"_It's all my fault_." Ben's voice echoed throughout the metal like room they found themselves in. "_I need to stop him- but it's Kevin and he's hurting people and-and I don't know what to do_!"

Gwen spotted a door on the other side of the room. "There's a door up head! Come on!"

They managed to get past the two monster versions pf Kevin and get through the door, when no threat was present they sat down on the ground to catch their breaths. Gwen brushed her hair out of her face.

"This is getting hard. Zombozo could become crazy powerful just from what we're seen so far." Kevin sighed and leaned against the wall. "I knew I was out of control when I turned into those, but I didn't know Ben felt like it was all his fault."

Gwen put her hand on her boyfriends shoulder. "We can deal with that later. Where are we now?"

They each took in their suroundings, none of them willing to believe what they were seeing. They were back in Bellwood, only- not.

It looked like had gone through several different forms of the appocalypse. The sky was red, buildings were broken and the streets were abandoned.


	3. Chapter 3

Disclaimer: We don't own Ben 10.

Chapter 3.

The sky had the color of blood, buildings were in pieces and still crumbling down, cars left in the middle of the roads and the air was filled with a rotten smell. Somewhere a young child was wailing.

In one word, this place was horrible.

Rook had trouble that this appolgetic world came from Ben's subconscious. No, that was a lie.

Rook did not want to believe that Ben was hiding such darkness and deep fears from them- from him. But here was the full proof that. There was no denying it. "Brallada Ben..." The revonahgander breathed, having hard time swallwing past the tightness in his throat.

He wasn't the only one having trouble with this hellish place. Gwen had both hands over her mouth. "Oh my God." This version of Bellwood looked so much like what she seen when she'd gone back in time to stop Kevin from mutating.

Only this wasn't some alternate timeline or a memory.

This was Ben's greatest fear...

Out the three of them Kevin seemed to have the best control over his emotions. Not that this place didn't freak him out. He was just doing a better job at hiding it. "After this, Ben should see someone about these nightmares."

"Agreed." Rook nodded solemnly.,Ben would need to talk to someone about these nightmares and Rook would make sure that, that someone was him.

Kevin didn't seem to hear him. "What is this place even?" He continued. "Ben fears who ever destroyed Bellwood?"

"I do not believe it is just Bellwood that is destroyed." Rook answered, his expression sad as he gazed around. "This is- This would be a Ben's worst failure. Earth destroyed."

"I think we reached the heart of the nightmare, guys." Gwen infored Kevin and Rook, her arms wrapped around herself. This vision of her hometown... "Ben has to be in here somewhere."

"Sure, all we need to do is search through this nightmare of Bellwood." Kevin stated sarcasticaly.

Gwen shook her head wincing when she heard cackling laughter come from the sky. Was that Vilgax? It also sounded like Malware. Ugh she shouldn't analyse this. This place was literaly a nightmare, it didn't have to make sense. "Ben wouldn't stay out in the open in- this place. This whole place is a mix of Ben's greatest fears. He's probably hidden somewhere... Somewhere he feels safe."

"Somewhere he feels safe..." Rook echooed wistfully. He wanted to believe he knew where that was for Ben, but he knew better. There was still things about his boyfriend that he did not yet know about. He looked at Gwen and Kevin. "Do either of you know one place Ben likes to be the most?"

"Other then in your arms?" Kevin snorted.

Gwen reacted to that comment by slapping his shoulder. Now wasn't the right time and place for this.

"Ow!" The osmosian yelped rubbing his shoulder. "Too soon?" He asked Rook who's only answer was sending him a disgusted glare.

Gwen was unimpressed. "Lets see." She said gaining the attention of her male companions as she started to pace. "He probably wouldn't feel safe at home, he's been ambushed there a few times, Mr. Smoothies has been destroyed a few times to so that's a no, H.Q. had a few prison breaks before so that's not it either...Maybe the Rust Bucket?"

"Your grandfathers R.V.?" Rook questioned. He'd been inside the old vehicle servile times and was impressed how advanced it was for its' old-age.

"Yeah," Gwen nodded a nostalgic look on her face. "he and I loved going on those summer and weekend road trips with Grandpa Max, and when we were younger he loved playing in it."

"Then that is where we will look for Ben." Rook decided nodding to himsef. Out of habit his hand went up to grab his proto-tool only to remember that they were unarmed. "We don't know what we will find in this version of Bellwood so it is best that we proceed with caution."

Gwen and Kevin nodded and the trio started walking through the abandoned streets of Bellwood, occasionaly looking around when they heard strange sounds like evil laughter and disturbing moans.

Out of all the places they'd walked through in this nightmare, this one had to be the worst. "Man this place is creepy." Kevin commented. Someone had to say it. "It's like walking through a horror movie."

Gwen shuddered. "Kevin please don't get started. I'm creeped out enough-" She stopped talking when they suddenly heard angry shouts behind them.

Already knowing that they wouldn't like what they'd find the group slowly turned around their faces falling when they saw a huge angry mob make its way to them.

"I know those people!" Rook gasped. A lot of those people were the same people that often interupted his and Ben's dates by asking Ben for an autograph or to take a picture with them. "They are Ben's fans!"

"Get rid of Ben Tennyson!"

"Get rid of Ben Tennyson!"

"Get rid of Ben Tennyson!"

The angry mob kept on angrily repeating those words as they ran towards Gwen, Kevin and Rook.

"Well, they're not his fans now!" Gwen cried out, instead of running away from the angry mob she ran through them, Kevin and Rook following her struggling to get past the many ex-ben 10 fans.

"There's to many of theses guys!" Kevin protesed as two people grabbed his arms and tried to pull him back. "It'll take forever for us to get to Ben!" He said, angrily a woman off of him.

"Rook!" Gwen cried when two guys nearl pushed her to the ground. "You go ahead of us!" She told Rook who was doing a far better job at avoiding the people in the angry mob than she and Kevin. "We'll catch up!"

Despite wanting to get to Ben as soon as possible Rook hesitated "Are you sure?"

"Yes!" Gwen yeled. "If one of us should get to Ben first it should be you! Now hurry!" She cried waving her arm in 'hurry' sort of gesture.

Meeting her eyes Rook nodded and started shoving his way through the crowd. Once away from the angry mob Rook sprinted towards Max's Plumber Shop. However he came to an abrupt halt when he reached the place.

Half of the front of the shop was gone and so was the roof.

Shaking his head in morose Rook rushed inside and was about to run to the secret entrance of Plumber HQ when he noticed a familiar silhouette behind the curtain on the door that lead to the back room. "Ben?" Rook asked, warily. "Is that you?"

Slowly walking towards the door Rook gripped the blue curtains before quickly pushing it out of the way only to jump back in surprise at what he found.

Albedo didn't say anything. He just grinned wickedly and slammed down on his ultimatrix, turning himself in ultimate Humongesaur.

Rook quickly dodged the punches Albedo threw at him, when Albedo turns his hand into a blaster Rook quickly picked up a broken pipe laying on the ground and shoves it in the blaster, he quickly ducked into the back room before the blaster exploded.

Not stopping to catch his breath, Rook ran to the bathroom where he pulled the string that opened the secret enterance to Plumber HQ. He stayed in the elvator long past the main deck. His fingers hovered over the 'Stop Elevator' button as he passed the 13th, 14th, 15 and 16th floor which was where they kept their prisoners.

Finally the elevator reached the floor where all old vehicles were kept, including the Rust Bucket.

Rook ran out of the elevator and sprinted towards the old RV. "Ben!" After everything that he had seen in this horrible nightmare-ish place Rook ached to get to his boyfriend.

Unfortunetly he had to stop when a bolt of electricity barely missesd his feet by a few inches.

He should have known that the R.V would be guarded. He should have expected them here.

But he hadn't. For three seconds Rook stared at Dr. Psychobos, Eon, Kyber, Malware, Z'skayr, Arggrego, and Vilgax Behind him. Ben's greatest enemies, all of which were preparing to fight their weapons at him.

"Where do you think you're g-g-going you n-n-nincompoop?" Psychobos taunted.

"Oh dear..." Not wasting any more time Rook took of, right when the villains started shooting at him. Rook rushed inside the Rust Bucket and slamed the door shut behind him.

Looking through the window, Rook's shouders sagged when he saw the villains circling the R.V, but not coming closer that a few feet.

Gwen was right, Rook realized. The Rust Bucket truly was Ben's safe haven. Ben had to be in here!

Turning around slowly Rook's eyes immediatly landed the curled up figure in the far corner. "Ben!" Mind blank with relief, Rook ran to his boyfriend's side and dropped to his knees besides him. "Ben!" He needily gripped Ben's shoulders. "Ben can you hear me?!"

Ben did not react the way Rook hoped.

The teen hugged his knees tighter, refusing to look up. "Go away."

Rook recoiled at those words, but he refussed to give. "Ben, It is me, Rook." He quietly told Ben, gently placing a hand on Ben trembling shoulder.

Ben roughly shrugged Rook's hand off. "NO!" The sixteen-year-old screamed, curling up even more. "Please just go away!"

Feeling his heart ache for his beloved Rook stared at Ben, screaming on the inside when Ben shield away from him. "Ben," Rook tried again, his voice gentle and soft. "I am not going to hurt you. I want to help you."

Ben didn't move. "I'm not afraid of you hurting me," his voice was hoarse. "I'm afraid of me hurting _you_!"

"What?"

Letting out a sigh that showed how exhausted he was, Ben lifted his head, still refusing to make eye contact with Rook. "It'd be better of if everyone just stayed away from me." Ben stated quietly. "I cause nothing but trouble ever since I got this stupid thing stuck to my wrist. I don't want everyone I care about getting hurt because of me..."

"It would be better if I was gone..." Ben whispered brokenly.

Rook stared at Ben, speechless. Hearing his boyfriend, the one he hoped to one day call his life-mate, sound so broken, speak out such lies about himself, hurt more than Rook could have ever prepared himself for. "No." Rook breathed out, his voice stained. He couldn't listen to Ben say that. "No!" He repeated furiously blinking away the wetness in his eyes. "That is not true Ben. Please tell me you do not believe that!"

Ben still didn't look at Rook. "What's there to believe in?" he asked, a single tear rolled down his cheek. "It's the truth Rook. I'm a danger to everyone around me..." He bowed his head. "You should leave me too. You'll be safe."

"Benjamin Kirby Tennyson I am never going to leave you!" The words were out before Rook knew it. "And the last thing you need is to be all alone like this!" Rook wrapped his arms around Ben not giving in when Ben weakly tried to struggle out of his embrace. "I knew when becoming a Plumber that it would be dangerous, but I did not care." He told Ben, not a single trace of hesitation in his voice. "Becoming your partner was one of the greatest things that has ever happened to me." Rook took a deep breath, but there was no calming the mix of emotions swelling in his chest.

He would have never expected such dark thoughts coming from Ben, this self-hatred Ben was showing was new and unexpected and Rook did not know how to react. But he _did_ know what he wanted to say. What he **needed** Ben to know. "You protect the universe from people who threaten it, so let me protect you." _Please..._

Hearing this Ben paused, his body going still. He looked up, finally meeting Rook's eyes. Those eyes that looked down at him in concern but shined with compasion and love.

Suddenly Ben remembered all those moments with Rook. Battles where he knew someone had his back. He remembered all those times in which he found himself in Rook's arms just like now.

Safe, warm and loved.

Just like now.

Slowly Ben wrapped his arms around Rook, returning the loving embrace. Hicupping quietly, Ben burried his face in Rook's chest, letting all the worry and fear in the form of silent sobs that shook his whole body. "Please don't ever leave me..."

Gently, Rook planted a kiss on Ben's head. "Leaving you would be _my_ worst nightmare." He gently brushed away Ben's tears with his thumb. "I love you, so much."

Ben sniffled, but managed a weak smile. "I love you too."

Ben allowed Rook to pull him into a kiss, both of them desperate to be close to each other and neither of them willing to pull away. When they eventually did so, Ben rested his cheek against Rook's chest, his entire body trembling.

Rook could feel Ben shake in his arms. This whole experience had been draining to him and Rook could only imagine how Ben must be feeling after being confronted by his worst fears. How much power had Zombozo gained through all this?

As much as Rook wanted to stay here, with Ben safe in his arms, they needed to get out of this place. Ben needed to wake up. He looked down at Ben's head. "Ben, none of this is real. You were hit with some sort of nightmare-ray which forced you into this eternal nightmare."

Ben looked at him, a small frown on his tear stained face. "So... you're not real?"

Rook answered him by pulling him into another kiss, this one deeper than the one before. "Well?" Rook asked when the pulled apart.

"You're real alright." Ben answered blushing.

"I thought so." Rook smiled, he became serious again. "You need to wake up." He said getting to his feet. "The longer you stay like this the stronger Zombozo becomes."

Ben understood that. He'd somehow felt the clown's presence several times... "But how? I-"

He was cut of when the villains outside started attacking the Rust Bucket, causing the R.V to shake violently.

"They're coming!" Ben cried, terrified. Despite his fear he looked down at the Omnitrix already wondering which alien he needed to turn into to even stand half a chance against all the villains outside. Not that there was much of Bellwood left to save, but he-

"Ben no!" Rook grabbed Ben's wrist pulling him back from his thoughts. "They are not real!" He reminded Ben. "They cannot hurt you here! This is your mind, you are in charge of what happens here!"

"I-I-I'm in charge," Ben repeated frowning. If this really was his nightmare then... "they can't hurt me..." Ben nodded.

The world around them seemed to agree with Ben's words. The Rust Bucket stopped shaking and it was finally calm outside.

**Ben-10-Omniverse.**

Kevin was about to punch large man, but ended up hitting air. "Uuuuh..." Kevin looked around in shock. The angry mob had disapeared in the blink of an eye. But that wasn't all. The building were slowly growing back to the way they should be and sky was no longer an angry shade of red. "What just happened?"

Gwen smiled softly. "Rook did it."

**Ben-10-Omniverse.**

Back in the real world Max smiled when he saw Ben's expression change from a fearful look to a calm one. Chuckling softly, he gently ruffled Ben's hair.

"Looks like the kids are almost done."

**Ben-10-Omniverse.**

Inside Ben's subconscious Rook smiled as he carefuly eased Ben back down into a sitting position. "Just relax Ben, everything will be alright when you wake up." He told Ben, gently rubbing Ben's shoulders.

"And you'll be there to right?" Ben asked uncertainly.

Rook nodded. "I promise."

Hearing that, Ben finally allowed himself to relax and closed his eyes. He felt strange and heavy. When he opened his eyes again his vision was blurry. Ben blinked a couple of times to clear his vision. "Grandpa?" He asked seeing Max standing next to exam table he found himself on.

A relieved smile appeared on Max's face. "Easy there kiddo."

Ben let his grandfather help him sit up. "Where is-" He stopped talking when he heard soft groans coming from the three people sitting on the ground who starting to wake up themselves.

"That," Kevin muttered rubbing his eyes. "was seriously messed up."

Rook waisted no time and quickly stood up and walked over to Ben. He didn't say anything, just pulled him into a tight hug. "See? I promised I'd be here."

Laughing quietly Ben returned to hug, his smile grew when he heard a that soft rumbling sound come from Rook's chest, the revonahgander wasn't fully purring yet, but a few content sounds still escaped him.

"I suggest you get a dream catcher." Kevin said walking over to the exam table, a large grin on his face. "Your nightmares are really freaky."

"Yeah, sorry about that." Ben appologized, rubbing the back of his neck.

Gwen nearly tackled Ben with her hug. "Glad to have you back Doofus."

"Glad to be back, Dweeb." Ben replied returning the hug.

"So," Ben said when Gwen let go of him. "what are we gonna do about Zombozo?"

Both couples looked at Max expecting him to have an answer. "There haven't been any new reports of someone seeing Zombozo since you brought Ben in."

"He's probably enjoying his meal somewhere." Kevin muttered darkly.

Gwen nodded in agreement. "If what we saw was any indication then Ben's fear was probably strong enough to give Zombozo a ridiculous big power boost."

Going quiet, Ben looked down. He had felt it, a draining conection to Zombozo... If that crazy clown had all his powers back then he'd probably try something big, like he had when they were kids and- No. Ben's eyes narowed in determination. "Well what ever he's planning," He said looking up, his hand on the omnitrix. "I'll be ready to stop him."

"_We'll_ be ready to stop him." Rook corrected, putting his hand on Ben's.

"As a team." Gwen added putting her hand there as well. "Just like always."

"Besides, I bet Rook's been wanting to punch Zombozo's teeth out ever since you got blasted." Kevin stated adding his hand to the pile.

Ben looked at Rook who had a thoughtful look on his face. "He is not wrong."

Ben snickered at that. "You're sweet. Come here you." Like had down so many times before, he pulled Rook down by his shoulder kissed him, Rook gladly returned the kiss.

"Aaaaw!" Gwen grinned clasping her hands together at the sweet display of love in front of her.

Kevin grimaced. "Ew, I think I see tongue." That comment got Gwen elbowing him in his stomach. "Ow!"

Max just chuckled. It was good to have his family with him, as odd at it was.


	4. Chapter 4

It had been three days since they thwarted Zombozo's plan of taking over Bellwood by attacking people with illusionary monsters of his own creation. The deranged clown had gotten a taste of his own medicine when Ben accidently transformed into Pesky Dust and put Zombozo to sleep. Using Kevin and Rook's suggestions Ben controlled Zombozo's dream slowly turning it into a manic-happy nightmare that scared all his new powers out of the clown. The illusionary monsters disappeared and Zombozo and his goons were escorted to cozy cells at Plumber HQ.

And it was now a week since Rook, Gwen and Kevin went inside Ben's subconscious, and things still hadn't returned to normal.

Ben was spending the night with Rook, in Rook's apartment at Plumber HQ. He'd been doing that a lot more since the whole nightmare fiasco. The two were both fast asleep, that is un till Rook started tossing and turning which woke Ben up.

Sitting up Ben looked at his boyfriend and sighed. This was the third time this week. He started to shake Rook's shoulder. "Come on Rook, you're having another nightmare. Wake up!"

Rook awoke with a start, bolting upright. He blinked a couple of times so his eyes could adjust to the darkness. He then immediately pulled Ben into a tight hug.

"I'm alright dude," Ben assured, returning the fierce hug. "I promise." He didn't mind Rook's protective hold at all, it was nice to feel protected and loved.

The previous three nights he would let Rook hold him till his boyfriend calmed down again, but this was going on for too long. No matter how much Ben wanted to avoid talking about what Rook, Gwen and Kevin had seen in his 'nightmare', they needed to talk about what happened.  
And if they were gonna discuss that, then he might as well do that in the one place in the universe where he felt safe. In Rook's arms.

"Rook," Ben started, his gaze downwards. "look I know what you saw in my... Nightmare is bothering you and I'm sorry you saw all that, but-"

"Please do not apologize for that."

"Huh?" Ben looked up, meeting Rook's troubled gaze.

"I saw a lot of things hidden in your subconscious that you otherwise never would have shared with me." Rook quietly told Ben, his mind back in that nightmare created by Zombozo and Ben's subconscious. No matter how hard he tried, Rook could not erase the image of Ben curled up, shying away from him out of his mind. The same went for Ben's words: 'It would be better if I was gone...'

If Ben truly felt like that then Rook failed as a life-mate.

Feeling a little bad about not telling Rook about his nightmares, Ben explained. "I just, never really liked to talk about them. The only person I talked to about them was Grandpa Max, but I stopped doing that when they got more intense. I guess I was kinda embarrassed about my own imagination getting the best of me."

"Your imagination?" Rook's tone was clipped as he tightened his hold on Ben. "Ben those things... Terrible memories and past experiences." Rook paused. "Vilgax, Albedo, dr. Psychobos, Zscare and Khyber have all tried to do horrible things to you and the people you care for. Only a fool would not fear them after what you have seen."

"Guess I proved them wrong..." Ben chuckled humorlessly.

Rook nodded. "You did."

Letting out a quiet sigh, Ben rested his cheek against Rook's furry chest. "I'm glad you're so understanding about my fears and all, Fuzzball, but can you tell me what you're having nightmares about?"

Rook hesitated for a few seconds before speaking up. "That I failed to protect you and lose you..." Ben gave his boyfriend a tight squeeze. "Aw Rook, you know that's not going to happen."

"You do not know that for certain." Rook protested.

Ben smiled, his hand going up to rub that one spot underneath Rook's chin that always made Rook melt like butter. A moment later Rook was purring softly. "I don't know that for sure." Ben agreed. "But I do know that we'll both try to keep each other safe..." He said, running his fingers through Rook's fur. "And maybe that's enough."

"Perhaps you are right."

"Lets make a deal. You tell me about your nightmares, I tell you about mine, and we can just hug each other until we feel better. Deal?"

Rook eased himself back down on the mattress, Ben still in his arms. "Deal." With that promise made his worries faded and Rook started purring louder.

Ben chuckled. "I'll never get tired of that sound." He continued stroking the fur on Rook's arm, the sound of Rook purring just as the comforting to him as the sensation of cool fingers going through his fur was to Rook. They fell asleep like that.

Neither of them suffered through any more nightmares that night.


End file.
